Form of Restricted Stock Unit Award Agreement



 Exhibit 10.cc (1) 
  
 MEMC ELECTRONIC MATERIALS, INC. 
 STOCK UNIT AWARD AGREEMENT 
 For Directors 
                     , 200  

  
 1995 Equity Incentive Plan 
  
 THIS AGREEMENT is effective
                    , 200  , between MEMC Electronic Materials, Inc. (the “Company”) and
                                     (the
“Participant”). 
  
 WHEREAS, the Company has adopted and maintains the
MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the Company’s directors and key employees with an appropriate incentive to encourage
them to continue in the service of the Company and to improve the growth and profitability of the Company; 
  
 WHEREAS, the Plan provides for the grant to Participants in the Plan of Stock Unit Awards; and the Company wishes to grant Stock Unit Awards to certain directors in consideration for their service on the Board of
Directors. 
  
 NOW, THEREFORE, in consideration of the mutual promises set forth
in this Agreement, the parties hereto hereby agree as follows: 
  
 Grant of Stock Unit Awards. Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to the Participant
                     Stock Unit Awards. Each Stock Unit Award represents the obligation of the Company to transfer one share of Common Stock
to the Participant at the time provided in this Agreement, provided such Stock Unit Award is vested at such time. 
  
 Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any
conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the MEMC Compensation and Nominating Committee (the “Committee”), shall govern. All capitalized terms used
herein shall have the meaning given to such terms in the Plan. 
  
 Bookkeeping Account. The Company shall record the number of Stock Unit Awards granted hereunder to a bookkeeping account for the Participant (the “Stock Unit Account”). The Participant’s Stock Unit Account shall
be debited by the number of Stock Unit Awards, if any, forfeited in accordance with this Agreement and by the number of shares of Common Stock transferred to the Participant with respect to such Stock Unit Awards. The Participant’s Stock Unit
Account also shall be adjusted from time to time for stock dividends, stock splits and other such transactions in accordance with the Plan. 
  
 Terms and Conditions of Stock Unit Awards. The Stock Unit Awards evidenced hereby are subject to the following terms and conditions: 
  
 (a) Vesting. Fifty percent (50%) of the Stock Unit Awards
granted to the Participant hereby shall become vested as of                     , 200  . The remaining fifty percent (50%) of
the Stock Unit Awards granted to the Participant hereby shall become vested as of                     , 200  . 
  









 All of the Stock Unit Awards granted to the Participant hereby shall become vested upon
the death or Disability of the Participant. 
  
 Notwithstanding the foregoing, unless the Committee otherwise determines at a later date, if within the two year period following a Change in Control the Participant’s service on the Board of the Directors of the Company is terminated
by the shareholders of the Company, all of the Stock Unit Awards granted to the Participant hereby shall become vested as of the effective date of the termination of the Participant’s service on the Board of Directors of the Company.

  
 (b) Forfeiture Upon Termination of
Service. Except as otherwise provided in (a) above, upon cessation of the Participant’s service on the Board of Directors of the Company for any reason before
                    , 200  , the number of shares of Stock Unit Awards subject to this Agreement that have not become vested
shall be forfeited, except as the Committee may otherwise determine in its sole discretion. 
  
 Distribution of Common Stock. Subject to the provisions below, as soon as practical after the cessation of the Participant’s service on the Board of Directors of the Company, the Company shall
transfer shares of Common Stock to the Participant equal in number to the Stock Unit Awards credited to the Participant’s Stock Unit Account that are vested at the time of such cessation of service. 
  
 Source of Payment. Shares of Common Stock transferable to the Participant, or
his or her Beneficiary, under this Agreement shall be authorized but unissued shares. The Company shall have no duties to segregate or set aside any assets to secure the Participant’s right to receive shares of Common Stock under this
Agreement. The Participant shall not have any rights with respect to transfer of shares of Common Stock under this Agreement other than the unsecured right to receive shares of Common Stock from the Company. 
  
 Units Non-Transferable. Stock Unit Awards awarded hereunder shall not be
transferable by the Participant. Except as may be required by the federal income tax withholding provisions of the Code or by the tax laws of any State, the interests of the Participant and his or her Beneficiaries under this Agreement are not
subject to the claims of their creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt by the Participant or a Beneficiary to sell, transfer, alienate, assign,
pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. 
  
 Shareholder Rights. The Participant shall not have any of the rights of a shareholder of the Company with respect to Stock Unit Awards, such as the right to
vote. 
  
 Death Benefits. In the event of the death of the
Participant, as soon as practical after the death of the Participant, the Company shall transfer shares of Common Stock equal in number to the vested Stock Unit Awards, if any, credited to the Participant’s Stock Unit Account to the
Participant’s Beneficiary or Beneficiaries. 
  
 The
Participant may designate a Beneficiary or Beneficiaries (contingently, consecutively, or successively) of such death benefit and, from time to time, may change his or 

  









 
her designated Beneficiary. A Beneficiary may be a trust. A beneficiary designation shall be made in writing in a form prescribed by the Company and
delivered to the Company while the Participant is alive. If there is no designated Beneficiary surviving at the death of the Participant, payment of any death benefit of the Participant shall be made to the surviving spouse of the Participant, if
any, and if no such surviving spouse to the estate of the Participant. 
  
 Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all
prior agreements and understandings between the parties with respect to its subject matter. 
  
 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

  
 Amendment. This Agreement may be amended by
mutual consent of the parties hereto by written agreement. 
  
 Participant Acknowledgment. By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan,
this Agreement and the Stock Unit Awards granted hereunder shall be final and conclusive. 
  

			
	MEMC Electronic Materials, Inc.
		
	 By:
	 	 
		
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